Cash Severance Compensation. Notwithstanding anything to the contrary elsewhere in this Agreement, Executive shall be entitled to receive a dollar amount equal to the sum of Executive’s then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to her with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of two (2) years or the period of time remaining in the Term. This element of Severance Compensation shall be payable in equal installments on the normal pay dates following Executive’s separation from service with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (such Section and regulations are sometimes referred to in this Agreement as “[Section 409A]”). If, as of the date of the Executive’s separation from service, stock of the Company or a holding company or other parent entity with respect to the Company is publicly traded on an established securities market or otherwise, and if necessary to comply with Section 409A, payments otherwise due during the six (6)-month period following her separation from service shall be suspended and paid in a lump sum upon completion of such six (6)-month period, at which time the balance of the payments shall commence in installments as described in the preceding sentence. Payments shall be subject to deduction for such tax withholdings as Company may be obligated to make;

Cash Severance Payments. Eligible Executives will receive the following cash severance benefits:

Cash and COBRA Severance. The aggregate amount of the Cash and COBRA Severance (as defined in the Offer Letter) will be equal to Nine Hundred Thousand Dollars ($900,000), plus an amount equal to the cash bonus Employee otherwise would have received under [[Organization A:Organization]]’s fiscal year 2021 bonus plan in which Employee participated as of the Termination Date, based on # Employee’s target bonus opportunity of $865,000 for [[Organization A:Organization]]’s fiscal year 2021, and # actual performance for [[Organization A:Organization]]’s fiscal year 2021 compared to the applicable performance metrics set forth under such plan, but with such resulting amount prorated to reflect the portion of [[Organization A:Organization]]’s 2021 fiscal year during which Employee was an employee of the Company.

Payment of Cash Severance Benefits. The Severance Benefits described in Sections 4.1(a) to which a Participant is entitled shall be paid to the Participant according to the following payment schedule:

Amount and Payment of Cash Severance. The Corporation will make a cash payment (the “Cash Payment”) to Executive in an amount equal to the sum of # two times Executive’s Average Compensation and # Executive’s target annual bonus, if any, for the year in which employment terminates (with such calculations to be made as though the target level has been achieved for each performance goal), prorated by multiplying Executive’s target annual bonus by the number of days in the year completed through the date of Executive’s termination of employment divided by 365. The Cash Payment shall be paid to Executive in a single lump sum within sixty days after termination of employment; provided, however, that if the sixty day period overlaps two calendar years that the payment will be made in the later calendar year. If Executive dies after becoming entitled to the Cash Payment but before it has been paid, the Cash Payment will be made to Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary).

Severance. In the event that Employee's employment is terminated pursuant to Section 1 of this Agreement (exclusive of a termination after a change in control where severance is governed by the provisions contained in Section 13 herein and exclusive of termination pursuant to Section 5, where material breach is committed by the Employee), the Employee shall receive severance pay for a period of one (1) year following termination of employment. Severance will be paid in accordance with normal and customary payroll practices of the Employer. The aggregate severance will be equal to the Employee's then current, annual base compensation.

Severance. [Section 7(a)] of the Employment Agreement titled “Severance and Acceleration” is hereby removed from the Employment Agreement. In lieu thereof, the following text is inserted as 7(a) of the Employment Agreement:

Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

Severance. If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee pursuant to [Section 4(c)] above, then, subject to their execution and non-revocation of a reasonable and customary general release of claims in favor of the Company and its affiliates, Employee shall be entitled to receive the following:

Severance. If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee for Good Reason pursuant to Section 4(c) above, then, subject to his execution and non-revocation of a reasonable and customary general release of claims in favor of the Company and its affiliates within sixty (60) days of the Termination Date, Employee shall be entitled to receive the following: # an amount equal to twelve (12) months of his Base Salary in effect as of the Termination Date, paid in accordance with the Company’s normal payroll cycle over the twelve (12) month period following the Termination Date, and # the Company will pay its share of premiums for Employee’s health insurance as currently enrolled on the Termination Date through the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) over the twelve (12) month period following the Termination Date; provided that such payments described in (i) and (ii) shall automatically cease upon Employee’s employment or engagement as a consultant, contractor, or service provider by any person or entity other than the Company within the applicable payment period, of which Employee must provide written notice to Company immediately upon acceptance of such employment or engagement; and provided that such amounts shall be paid in accordance with the Company’s customary payroll practices, and less such deductions as are required by law or that Employee may elect in accordance with Company policy and procedure.